SEC Form 4 · accession 0001225208-16-037104
SIRIUS XM HOLDINGS INC. · (SIRI)
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David J Frear
Officer — Senior EVP and CFO
Period of report
Jul 27, 2016
Accepted (ET)
Jul 28, 2016 · 5:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000908937
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 27, 2016 | M | 1,500,000 | $3.05 | A | 1,501,000 | D | |
| Common Stock | Jul 27, 2016 | M | 500,000 | $2.13 | A | 2,001,000 | D | |
| Common Stock | Jul 27, 2016 | M | 483,000 | $2.82 | A | 2,484,000 | D | |
| Common Stock | Jul 27, 2016 | M | 307,000 | $3.65 | A | 2,791,000 | D | |
| Common StockF1 | Jul 27, 2016 | S | 442,699 | $4.3594 | D | 2,348,301 | D | |
| Common StockF2 | Jul 27, 2016 | F | 2,339,930 | $4.33 | D | 8,371 | D | |
| Common Stock | holding | — | — | — | 85,153 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 1,900 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $2.82 | Jul 27, 2016 | M | 483,000 | D | Jan 23, 2009 | Jan 23, 2018 | Common Stock | 483,000 | 0 | D |
| Stock Option (Right to Buy) | $3.65 | Jul 27, 2016 | M | 307,000 | D | Feb 1, 2008 | Feb 1, 2017 | Common Stock | 307,000 | 0 | D |
| Stock Option (Right to Buy) | $3.05 | Jul 27, 2016 | M | 1,500,000 | D | Feb 12, 2009 | Feb 12, 2018 | Common Stock | 1,500,000 | 0 | D |
| Stock Option (Right to Buy) | $2.13 | Jul 27, 2016 | M | 500,000 | D | Jul 21, 2012 | Jul 21, 2021 | Common Stock | 500,000 | 5,500,000 | D |
Explanation of responses
- F1Represents the weighted average sales price for the price increments ranging from $4.32 to $4.39. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F2Represents the exercise price of the stock option referenced in Table II and associated taxes which was paid by way of the withholding by the Company of shares with a value equal to the exercise price and such taxes.